Share Issue/Capital Change • Mar 13, 2018
Share Issue/Capital Change
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An Investment in the new shares (the "New Shares") involves substantial risks and uncertainties. Prospective investors must be able to bear the economic risk of an investment in the New Shares, the Preferential Rights or the Scrips and should be able to sustain a partial or total loss of their investment. The prospective investors are advised to carefully consider the information contained in the Prospectus and, in particular the section on "Risk Factors", before investing in the New Shares, the Preferential Rights or the Scrips. Specifically, investors should be aware that lower than targeted proceeds and/or cash flows or higher than estimated operational costs may adversely affect the Issuer and its ability to distribute dividends. Also, complex financial modelling used to project or estimate long term cash flows of companies holding and operating infrastructure ("Participations") is based on assumptions regarding a number of factors beyond the control of the Issuer that might not materialise, which ultimately might affect returns. The possibility of operational issues relating to the Participations over the long term may affect the Issuer's investment returns.
a partnership limited by shares under Belgian law Registered office at Karel Oomsstraat 37, 2018 Antwerp (Belgium) Company number 894.555.972 (Antwerp, section Antwerp) ("TINC" or the "Issuer")
Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other country or any other jurisdiction in which the distribution of this press release is unlawful. Subject to additional restrictions.
Public offering to subscribe for a maximum of 6,818,182 New Shares in a share capital increase in cash with non-statutory preferential rights for a maximum amount of EUR 77,727,274.80 (the "Offering")
Request for admission to trading and listing of the New Shares on the regulated market of Euronext Brussels
of New Shares in accordance with the Ratio, and (ii) subscribing to additional New Shares by exercising Preferential Rights it will acquire, either during the Rights Subscription Period or in the Scrips Private Placement
Each existing shareholder will be granted one non-statutory preferential right (the 'Preferential Right') per existing share it holds in the Issuer at the closing of Euronext Brussels on March 13, 2018. The Preferential Right will be traded on the regulated market of Euronext Brussels during the subscription period, i.e. from March 14, 2018 until and including March 23, 2018 (at 4.00 pm) (the 'Rights Subscription Period').
Existing shareholders holding Preferential Rights and other holders of Preferential Rights are entitled to subscribe to the New Shares during the Rights Subscription Period, subject to the restrictions in the prospectus published by the Issuer (the 'Prospectus'), at an issue price of EUR 11.40 per New Share and at the ratio of three Preferential Rights for one New Share (the 'Ratio').
The Offering relates to a maximum amount of 6,818,182 New Shares which have the same rights and benefits as the existing shares, and shall rank pari passu in all respects, including as to entitlement to dividends, with, the existing and outstanding Shares of the Issuer at the moment of their issuance. The New Shares will therefore be entitled to dividends for the entire financial year that started on 1 July 2017.
The share capital increase was decided upon by the statutory manager of TINC in the framework of the authorised capital on March 12, 2018.
The Issuer intends to use the net proceeds of the Offering of EUR 75,227,274.80 as follows:
The issue price of the New Shares amounts to EUR 11.40 (the 'Issue Price') and was determined by the Issuer in accordance with the Joint Bookrunners on the basis of the share price on the regulated
market of Euronext Brussels, taking into account a discount that is typically granted in this type of transaction.
The Issue Price is 9.88% lower than the closing price of the share on the regulated market of Euronext Brussels on March 12, 2018 (which amounted to EUR 12.65).
The Preferential Rights, represented by coupon no. 6 attached to the existing shares, will be detached from the existing Shares on March 13, 2018 after market close on the regulated market of Euronext Brussels. The Preferential Rights will be tradable on the regulated market of Euronext Brussels under ISIN code BE0970160637.
All New Shares to be issued within the framework of the Offering shall have the same rights and benefits as, and shall rank pari passu in all respects, including as to entitlement to dividends, with, the existing and outstanding Shares of the Issuer at the moment of their issuance. The New Shares will therefore be entitled to dividends for the entire fiscal year that started on July 1, 2017. For the financial year ending June 30, 2018, TINC confirms its dividend policy and projects a dividend of EUR 0.49 per share.
Preferential Rights that are not exercised during the Rights Subscription Period will be converted into an equal number of scrips (the "Scrips"). The Scrips will be offered for sale by the Underwriters by way of a private placement exempt from prospectus requirement or similar formality in Belgium and the European Economic Area and such other jurisdictions as will be determined by the Issuer in consultation with the Global Coordinators, outside the United States pursuant to Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act") in transactions exempt from registration under the Securities Act, organised by way of an accelerated bookbuilding procedure in order to determine a single market price per Scrip that is expected to start on March 26, 2018 and to end on the same date (the "Scrips Private Placement"). The net proceeds of the sale of the Scrips (if any) will be divided proportionally between all holders of Preferential Rights who have not exercised them, unless the net proceeds of the sale of the Scrips divided by the total number of unexercised Preferential Rights is less than EUR 0.01. Purchasers of Scrips in the Scrips Private Placement shall irrevocably undertake to subscribe for the corresponding number of New Shares at the Issue Price and in accordance with the Ratio. The results of the Rights Offering and the Scrips Private Placement as well as, as the case may be, the amount payable to the holders of unexercised Preferential Rights are expected to be announced on March 26, 2018.
The New Shares will be listed in principle as from March 28, 2018 on Euronext Brussels. The New Shares will be traded under the ISIN code BE0974282148 (i.e. the same code as the existing shares).
The results of the rights Offering are expected to be announced on or around March 26, 2018 via a press release published on TINC's website. The results of the Offering (including of the Scrips Private
Placement, the amount and the number of New Shares that were subscribed for and the net proceeds of the sale of the Scrips) will be announced in a press release on or around March 26, 2018.
The payment for the New Shares subscribed for with Preferential Rights is expected to take place on March 28, 2018. The payment will be done by debiting the accounts of subscribers to dematerialized shares or by wire transfer for the subscribers to registered shares. The payment for the New Shares subscribed for in the Scrips Private Placement will be made by delivery against payment. Delivery of the New Shares will take place on or around March 28, 2018. The New Shares will be delivered in the form of dematerialised Shares (booked in the securities account of the subscriber), or as registered Shares recorded in the Issuer's share register for registered Shareholders.
Belfius Insurance NV has informed the Issuer that it will irrevocably participate in the Offering for an amount of EUR 12 million, by (i) exercising all Preferential Rights in respect of the number of Shares it currently holds, and to subscribe for the corresponding number of New Shares in accordance with the Ratio, and (ii) subscribing to additional New Shares by exercising Preferential Rights it will acquire, either during the Rights Subscription Period or in the Scrips Private Placement.
KBC Securities and Belfius Bank will act as Joint Global Coordinators in this transaction. KBC Securities, Belfius Bank, Bank Degroof Petercam and Kempen will act as Joint Bookrunners and Underwriters.
The Prospectus will be made available to investors at no cost at the registered office of the Issuer, at Karel Oomsstraat 37, 2018 Antwerp, Belgium. Subject to certain conditions, this Prospectus is also available, on the internet at the following website:http://www.tincinvest.com/capitalincrease2018 and on the websites of Euronext Brussels, KBC Securities NV (www.kbcsecurities.com/services/corporate\_finance/Prospectus.aspx) (NL, FR and ENG)], (www.kbc.be/tinc) (NL, FR and ENG), (www.cbc.be/corporateactions) (FR), (www.bolero.be/nl/tinc) (NL), (www.bolero.be/fr/tinc) (FR), Belfius (www.belfius.be/tinc2018), Degroof Petercam (http://www.degroofpetercam.be/en/news/tinc\_2018) (ENG),
(http://www.degroofpetercam.be/fr/actualite/tinc\_2018) (FR),
(http://www.degroofpetercam.be/nl/nieuws/tinc\_2018) (NL) and the FSMA.
Subscription requests may be submitted directly and free of charge during the Rights Subscription Period at the counters of the Underwriters, or any other financial intermediary in Belgium which shall then transmit such requests to the Underwriters. Holders of Preferential Rights are advised to inform themselves about any costs that may be charged to them by other financial intermediaries. The Underwriters shall not be responsible for the actions of other financial intermediaries in relation to the timely transmission of the subscription requests. The holders of registered Shares recorded in the Issuer's share register, should follow the instructions included in the announcements from the Issuer (subject to applicable securities laws) informing them of the aggregate number of Preferential Rights to which they are entitled and of the procedures that they must follow in order to exercise or trade their Preferential Rights.
An Investment in the New Shares involves substantial risks. The investors are advised to carefully consider the information contained in the Prospectus, in particular the sections dealing with risk factors included in the Prospectus, before investing in the New Shares.
No fees or expenses in connection with the Offering will be charged to investors by the Issuer, it being understood that the costs of the Scrips Private Placement will be covered by the proceeds of the sale of the Scrips. In case of insufficient proceeds of the sale of the Scrips to cover the costs of the Scrips Private Placement, the uncovered costs will be borne by the Issuer.
The tax on stock exchange transactions is levied at a rate of 0.35% of the purchase or sale price, capped at EUR 1,600 per transaction and per party. The tax on stock exchange transactions is not levied when new shares are issued. Dividend payments and benefits or payments considered as a dividend from a tax perspective will in principle be subject to withholding tax at a rate of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. Capital gains realised by Belgian resident individuals (who do not hold the New Shares in the framework of a professional activity) can under certain circumstances be subject to a tax of 33%.
| Determination of the Issue Price and the Ratio | 12 March 2018 |
|---|---|
| Publication in the Belgian Financial Press of the terms of the Rights Offering | 13 March 2018 |
| Detachment of coupon no. 6 after closing of Euronext Brussels | 13 March 2018 |
| Publication of the Prospectus | 14 March 2018 |
| Start trading of the Shares ex Preferential Rights | 14 March 2018 |
| Listing of the Preferential Rights on Euronext Brussels | 14 March 2018 |
| Start trading of the Preferential Rights on Euronext Brussels | 14 March 2018 |
| Opening date of the Rights Subscription Period | 14 March 2018 |
| End of trading of the Preferential Rights on Euronext Brussels | 23 March 2018 – 4.00 pm |
| End of listing of the Preferential Rights on Euronext Brussels | 23 March 2018 – 4.00 pm |
| Closing date of the Rights Subscription Period | 23 March 2018 – 4.00 pm |
| Announcement via press release of the results of the Subscription Period (prior to the opening of Euronext Brussels) |
26 March 2018 |
| Scrips Private Placement | 26 March 2018 |
| Announcement via press release of the results of the Offering (including the Scrips Private Placement) and of the Net Scrips Proceeds |
26 March 2018 |
| Payment of the Issue Price for the New Shares by or on behalf of the subscribers | 28 March 2018 |
| Realisation of the Share Capital increase | 28 March 2018 |
| Delivery of the New Shares to the subscribers | 28 March 2018 |
| Listing of the New Shares on Euronext Brussels | 28 March 2018 |
| Payment of Net Scrips Proceeds, if any, to holders of unexercised Preferential Rights |
28 March 2018 |
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This press release might include projections that include risks and uncertainties, amongst others announcements regarding plans, targets, expectations and intentions of TINC. Readers are cautioned that these projections hold certain and uncertain risks that are subject to important operational, economic and competitive uncertainties, many of which are beyond TINC's control. If one or more risk or uncertainty may materialize or if basic assumptions prove to be wrong, the final results may substantially deviate from the anticipated, expected, estimated or extrapolated results. Hence, TINC does not take any responsibility as to the accuracy of these projections.
This written information should not be distributed, published or transmitted, directly or indirectly in or into the US or US citizens, or in or into Australia, Canada or Japan. The information included in this document does not constitute an offer to subscribe to securities in the United States, Australia, Canada or Japan.
The securities should not be offered or sold in the United States, except when registered in compliance with the applicable securities laws or pursuant to an applicable exemption from the registration requirements. TINC is not taking any action to register any part of the public offering in the United States. This information does not constitute any solicitation to acquire funds, securities or any other compensation, moreover, should any of these be transmitted in response to the information included in this document, they will not be accepted.
A prospectus will be published regarding the offering of shares of the TINC. After publication, a copy of the Prospectus will be available on TINC's website.
This document is not a prospectus and investors should not subscribe for any securities referred to in this document, nor should they acquire such securities, except on the basis of the information included in the Prospectus.
Manu Vandenbulcke, CEO TINC T +32 3 290 21 73 – [email protected]
Bruno Laforce, Investor Relations TINC T + 32 3 290 21 73 – [email protected]
TINC is a listed investment company that participates in companies that realise and operate infrastructure. TINC holds a diversified investment portfolio of participations in public private partnerships, energy and demand based infrastructure, located in Belgium, the Netherlands and Ireland. This investment portfolio generates cashflows of a long term sustainable nature, which form the basis for TINC's dividend policy. The participations are actively managed by an experienced team of investment and infrastructure professionals with offices in Antwerp and The Hague. TINC is listed on the regulated market of Euronext Brussels since May 12, 2015.
For more information please visit www.tincinvest.com.
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